|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
85-3591554
(I.R.S. Employer
Identification Number) |
|
|
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. Jonathan Deblinger, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (212) 370-7889 |
| |
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 Facsimile: (212) 818-8881 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☒
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Smaller reporting company
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Emerging growth company
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| | | | F-1 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)
|
| | | $ | (355,242) | | | | | $ | — | | |
Total assets
|
| | | | 377,591 | | | | | | 37,500 | | |
Total liabilities
|
| | | | 355,816 | | | | | | 38,318 | | |
Stockholder’s equity
|
| | | $ | 21,775 | | | | | $ | (818) | | |
|
Public shares
|
| | | | 30,000,000 | | |
|
Founder shares
|
| | | | 7,500,000 | | |
|
Private placement shares
|
| | | | 999,700 | | |
|
Total shares
|
| | | | 38,499,700 | | |
|
Total funds in trust available for initial business combination (less deferred underwriting commissions)
|
| | | $ | 286,500,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.00 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 7.44 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
Gross proceeds from placement units offered in the private placement
|
| | | | 9,997,000 | | | | | | 10,222,000 | | |
Total gross proceeds
|
| | | $ | 309,997,000 | | | | | $ | 355,222,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 6,000,000 | | | | | $ | 6,000,000 | | |
Legal fees and expenses
|
| | | | 250,000 | | | | | | 250,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses
|
| | | | 85,000, | | | | | | 85,000 | | |
Travel and road show
|
| | | | 25,000 | | | | | | 25,000 | | |
Nasdaq listing and filing fees (including deferred fees)
|
| | | | 75,000 | | | | | | 75,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Miscellaneous
|
| | | | 40,000 | | | | | | 40,000 | | |
Total offering expenses (excluding underwriting commissions)
|
| | | $ | 550,000 | | | | | $ | 550,000 | | |
Proceeds after offering expenses
|
| | | $ | 303,447,000 | | | | | $ | 348,672,000 | | |
Held in trust account
|
| | | $ | 301,500,000 | | | | | $ | 346,725,000 | | |
Percent of public offering size
|
| | | | 100.5% | | | | | | 100.5% | | |
Not held in trust account
|
| | | $ | 1,947,000 | | | | | $ | 1,947,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, consulting, accounting, travel, due diligence and other expenses in connection with any business combination
|
| | | $ | 600,000 | | | | | | 30.8% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 150,000 | | | | | | 7.7% | | |
Payment for office space, utilities and secretarial and administrative support ($20,000 per month for up to 15 months)
|
| | | | 300,000 | | | | | | 15.4% | | |
Director and Officer liability insurance premiums
|
| | | | 650,000 | | | | | | 33.4% | | |
Working capital to cover miscellaneous expenses
|
| | | | 247,000 | | | | | | 12.7% | | |
Total
|
| | | $ | 1,947,000 | | | | | | 100.0% | | |
| | |
No exercise of
over-allotment option |
| |
Exercise of
over-allotment option in full |
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.05) | | | | | | | | | | | | (0.04) | | | | | | | | |
Increase attributable to public stockholders and sale of the placement units
|
| | | | (1.51) | | | | | | | | | | | | (1.64) | | | | | | | | |
Pro forma net tangible book value after this offering
|
| | | | | | | | | | (1.56) | | | | | | | | | | | | (1.68) | | |
Dilution to public stockholders
|
| | | | | | | | | $ | 11.56 | | | | | | | | | | | $ | 11.68 | | |
Percentage of dilution to public stockholders
|
| | | | | | | | | | 115.60% | | | | | | | | | | | | 116.80% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
|
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||||
Initial Stockholders(1)
|
| | | | 7,500,000 | | | | | | 19.48% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Placement shares
|
| | | | 999,700 | | | | | | 2.60% | | | | | | 9,997,000 | | | | | | 3.22% | | | | | $ | 10.00 | | |
Public Stockholders
|
| | | | 30,000,000 | | | | | | 77.92% | | | | | | 300,000,000 | | | | | | 96.77% | | | | | $ | 10.00 | | |
| | | | | 38,499,700 | | | | | | 100.0% | | | | | $ | 310,022,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (355,242) | | | | | $ | (355,242) | | |
Net proceeds from this offering and sale of the placement units, net of expenses(1)
|
| | | | 303,447,000 | | | | | | 348,672,000 | | |
Plus: Offering costs paid in advance, excluded from net tangible book value
|
| | | | 377,017 | | | | | | 377,017 | | |
Less: Deferred underwriting commissions
|
| | | | (15,000,000) | | | | | | (18,150,000) | | |
Less: Over-allotment liability
|
| | | | (270,000) | | | | | | — | | |
Less: Proceeds held in trust subject to possible conversion(2)
|
| | | | (301,500,000) | | | | | | (346,725,000) | | |
| | | | $ | (13,301,225) | | | | | $ | (16,181,225) | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Denominator: | | | | | | | | | | | | | |
Shares of Class B common stock outstanding prior to this offering
|
| | | | 8,625,000 | | | | | | 8,625,000 | | |
Shares of Class B common stock forfeited if over-allotment is not exercised
|
| | | | (1,125,000) | | | | | | — | | |
Shares of Class A common stock included in the units offered
|
| | | | 30,000,000 | | | | | | 34,500,000 | | |
Shares of common stock included in the placement units issued
|
| | | | 999,700 | | | | | | 1,022,200 | | |
Less: Shares subject to redemption
|
| | | | (30,000,000) | | | | | | (34,500,000) | | |
| | | | | 8,499,700 | | | | | | 9,647,200 | | |
| | |
December 31, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Note payable to related party(1)
|
| | | | 157,219 | | | | | | — | | |
Over-allotment liability
|
| | | | — | | | | | | 270,000 | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 15,000,000 | | |
Class A common stock, $0.0001 par value, 30,000,000 shares which are subject to possible conversion/tender
|
| | | | — | | | | | | 301,500,000 | | |
Stockholders’ equity:
|
| | | | — | | | | | | — | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 0 and 999,700 shares issued and outstanding (excluding 0 and 30,000,000 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 100 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively(2)
|
| | | | 863 | | | | | | 750 | | |
Additional paid-in capital
|
| | | | 24,137 | | | | | | — | | |
Accumulated deficit
|
| | | | (3,225) | | | | | | (13,302,075) | | |
Total stockholders’ equity (deficit)
|
| | | | 21,775 | | | | | | (13,301,225) | | |
Total capitalization
|
| | | | 178,994 | | | | | | 303,468,775 | | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Purchase of stock of target not involving a merger with the company
|
| | | | No | | |
Merger of target into a subsidiary of the company
|
| | | | No | | |
Merger of the company with a target
|
| | | | Yes | | |
| | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination as described elsewhere in | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we are unable to complete our initial business combination within 15 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per public share) including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
| | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
| | | this prospectus and any limitations (including but not limited to cash requirements agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | | | | | |
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $301,500,000 of the net proceeds of this offering and the sale of the placement units will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $264,600,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $301,500,000 of the net offering proceeds and the sale of the placement units held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to | | | Interest on funds in escrow account would be held for the | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | stockholders is reduced by (i) any taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
|
| | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 15 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Tendering stock certificates in connection with redemption rights
|
| | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | their shares in “street name,” to either deliver their stock certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two days prior to the vote on the initial business combination to tender its shares if it wishes to seek to exercise its redemption rights. | | | initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations or dissolution expenses, the proceeds from this offering and the sale of the placement units held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
stockholders’ rights or pre-business combination activity and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law).
On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination.
|
| | | |
Name
|
| |
Age
|
| |
Position
|
|
Rajiv Singh
|
| |
53
|
| | Executive Chairman and a Director | |
Torrey Rossetter
|
| |
64
|
| | Chief Executive Officer and a Director | |
Raymond Silcock
|
| |
70
|
| | Director Nominee | |
Louis Imbrogno, Jr.
|
| |
76
|
| | Director Nominee | |
Daniel Knutson
|
| |
64
|
| | Director Nominee | |
Robert Sarlls
|
| |
58
|
| | Director Nominee | |
James Gold
|
| |
70
|
| | Director Nominee | |
Kevin Jach
|
| |
58
|
| | Director Nominee | |
Lawrence Mock
|
| |
75
|
| | Director Nominee | |
Individual(1)
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Rajiv Singh
|
| |
Grandview Capital Partners
|
| |
Investing
|
| |
Managing Partner
|
|
| FoodShot Global | | | Investing | | | Co-Chairperson | | ||
|
Columbia University’s
Mailman School of Public Health |
| | Education | | | Member of Board of Advisors | | ||
Torrey Rossetter | | | Grandview Capital Partners | | | Investing | | | Managing Partner | |
Raymond Silcock | | | Perrigo Company plc | | | Consumer | | | Executive Vice President and CFO | |
Louis Imbrogno, Jr. | | | Reed Beverage | | | Beverage | | | Director | |
Daniel Knutson | | | Balchem Corporation | | | Nutrition | | | Director | |
Robert Sarlls
|
| |
SNAC International
|
| |
Trade Association
|
| |
Chairman of the Board
|
|
| Mennel Milling | | | Wheat Milling | | | Director | | ||
| Wyandot Snacks | | | Packaged Foods | | | President, CEO and Director | | ||
Lawrence Mock
|
| |
Navigation Capital Partners
|
| |
Investing
|
| |
Co-Founder and Managing Partner
|
|
| American Virtual Cloud Technologies | | | IT Solutions | | | Chairman of the Board | | ||
| Definition6 | | | Marketing | | | Chairman of the Board | | ||
| Exeter Finance | | | Financial | | | Director | | ||
| Brightwell Payments | | | Financial | | | Director | |
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| ||||||||||||
Grandview Capital Acquisition LLC(1)
|
| | | | 8,464,084 | | | | | | 98.1% | | | | | | 8,038,784 | | | | | | 20.9% | | |
Rajiv Singh(1)
|
| | | | 8,464,084 | | | | | | 98.1% | | | | | | 8,038,784 | | | | | | 20.9% | | |
Torrey Rossetter(1)
|
| | | | 8,464,084 | | | | | | 98.1% | | | | | | 8,038,784 | | | | | | 20.9% | | |
Raymond Silcock
|
| | | | 22,988 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
Louis Imbrogno, Jr.
|
| | | | 22,988 | | | | | | * | | | | | | 22,998 | | | | | | * | | |
Daniel Knutson
|
| | | | 22,988 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
Robert Sarlls
|
| | | | 22,998 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
James Gold
|
| | | | 22,998 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
Kevin Jach
|
| | | | 22,998 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
Lawrence Mock
|
| | | | 22,998 | | | | | | * | | | | | | 22,988 | | | | | | * | | |
All Directors and Executive Officers as a group (9 individuals)
|
| | | | 8,625,000 | | | | | | 100.0% | | | | | | 8,199,700 | | | | | | 21.3% | | |
Underwriters
|
| |
Number of Units
|
| |||
Cantor Fitzgerald & Co.
|
| | | | | | |
| | |
|
| |||
| | |
|
| |||
| | | | | | | |
Total
|
| | | | 30,000,000 | | |
| | |
Payable by Grandview Capital
Acquisition Corp. |
| |||||||||
|
No Exercise
|
| |
Full Exercise
|
| ||||||||
Per Unit(1)
|
| | | $ | 0.70 | | | | | $ | 0.70 | | |
Total(1) | | | | $ | 21,000,000 | | | | | $ | 24,150,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash on hand
|
| | | $ | 574 | | | | | $ | — | | |
Non-current assets: | | | | | | | | | | | | | |
Deferred offering costs
|
| | | | 377,017 | | | | | | 37,500 | | |
Total Assets
|
| | | $ | 377,591 | | | | | $ | 37,500 | | |
Liabilities and Stockholder’s Equity (Deficit) | | | | | | | | | | | | | |
Accrued offering costs and expenses
|
| | | $ | 198,597 | | | | | $ | — | | |
Promissory note – related party
|
| | | | 157,219 | | | | | | — | | |
Due to related party
|
| | | | — | | | | | | 38,318 | | |
Total Liabilities
|
| | | | 355,816 | | | | | | 38,318 | | |
Stockholder’s Equity (Deficit) | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 and 0 share issued and outstanding as of December 31, 2021(1) and 2020, respectively
|
| | | | 863 | | | | | | — | | |
Additional paid-in capital
|
| | | | 24,137 | | | | | | — | | |
Accumulated deficit
|
| | | | (3,225) | | | | | | (818) | | |
Total stockholder’s equity (deficit)
|
| | | | 21,775 | | | | | | (818) | | |
Total Liabilities and Stockholder’s Equity (Deficit)
|
| | | $ | 377,591 | | | | | $ | 37,500 | | |
| | |
For the year ended
December 31, 2021 |
| |
For the periods from
October 21, 2020 (inception) through December 31, 2020 |
| | ||||||||
Formation cost
|
| | | $ | 2,407 | | | | | $ | 818 | | | | ||
Net loss
|
| | | $ | (2,407) | | | | | $ | (818) | | | | ||
Basic and diluted weighted average shares outstanding(1)
|
| | |
|
7,500,000
|
| | | |
|
—
|
| | | ||
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | | | | $ | — | | | | | |
| | |
Class B Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Stockholder’s
Equity (Deficit) |
| ||||||||||||||||||
| | |
Shares(1)
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of October 21, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net loss
|
| | | | | | | | | | | | | | | | | | | | | | (818) | | | | | | (818) | | |
Balance as of December 31, 2020
|
| | | | — | | | | | | — | | | | | $ | — | | | | | | (818) | | | | | | (818) | | |
Class B common stock issued to Sponsors
|
| | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,407) | | | | | | (2,407) | | |
Balance as of December 31, 2021
|
| | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (3,225) | | | | | $ | 21,775 | | |
| | |
For the year ended
December 31, 2021 |
| |
For the periods from
October 21, 2020 (inception) through December 31, 2020 |
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,407) | | | | | $ | (818) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Formation costs paid by related party
|
| | | | 1,137 | | | | | | 818 | | |
Net cash used in operating activities
|
| | | | (1,270) | | | | | | — | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of promissory note to related party
|
| | | | 162,440 | | | | | | — | | |
Repayment of promissory note
|
| | | | (19,676) | | | | | | — | | |
Payment of deferred offering costs
|
| | | | (140,920) | | | | | | — | | |
Net cash provided by financing activities
|
| | | $ | 1,844 | | | | | $ | — | | |
Net change in cash
|
| | |
|
574
|
| | | |
|
—
|
| |
Cash, beginning of the period
|
| | | | — | | | | | | — | | |
Cash, end of the period
|
| | | $ | 574 | | | | | $ | — | | |
Supplemental disclosure of non-cash flow financing activities: | | | | | | | | | | | | | |
Deferred offering costs paid by Sponsor
|
| | | $ | — | | | | | $ | 37,500 | | |
Repayment of advances from related party by founder shares
|
| | | $ | 25,000 | | | | | $ | — | | |
Accrued deferred offering costs
|
| | | $ | 198,597 | | | | | $ | — | | |
Conversion of advances from related party into promissory note
|
| | | $ | 13,318 | | | | | $ | — | | |
|
Legal fees and expenses
|
| | | | 250,000 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
SEC/FINRA Expenses
|
| | | | 85,000 | | |
|
Travel and road show
|
| | | | 25,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Miscellaneous
|
| | | | 40,000 | | |
|
Total offering expenses (excluding underwriting commissions)
|
| | | $ | 550,000 | | |
Exhibit
|
| |
Description
|
|
99.8
|
| | | |
99.9
|
| | | |
107
|
| | |
Name
|
| |
Position
|
| |
Date
|
|
/s/Rajiv Singh
Rajiv Singh
|
| |
Executive Chairman and a Director
(principal executive officer) |
| |
May 6, 2022
|
|
/s/Torrey Rossetter
Torrey Rossetter
|
| |
Chief Executive Officer and a Director
(principal financial and accounting officer) |
| |
May 6, 2022
|
|
Exhibit 10.2
THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
Principal Amount: Up to $300,000 |
Dated as of April 19, 2022 New York, New York |
Grandview Capital Acquisition Corp. a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Grandview Capital Acquisition LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
This Amended and Restated Promissory Note amends and restates the promissory notes dated May 19, 2021 and March 22, 2022 issued by the Maker to the Payee in the principal amount of up to $300,000 to extend the maturity date thereof.
1. Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) July 31, 2022 or (ii) the date on which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) July 31, 2022 or (ii) the date on which Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the initial public offering (the “IPO”) to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
GRANDVIEW CAPITAL ACQUISITION CORP. | ||
By: | /s/ G. Torrey Rossetter | |
Name: G. Torrey Rossetter | ||
Title: Chief Executive Officer |
[Signature Page to Founder Promissory Note]
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Grandview Capital Acquisition Corp. (the “Company”) on Amendment No. 3 to Form S-1 (File No. 333-261940) of our report dated May 6, 2022, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Grandview Capital Acquisition Corp. as of December 31, 2021 and 2020, and for the year ended December 31, 2021, and for the period from October 21, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
May 6, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Grandview Capital Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
CALCULATION OF REGISTRATION FEE
Security Type | Security Class Title | Fee
Calculation or Carry Forward Rule | Amount
Registered | Proposed
Maximum Offering Price Per Unit(1) | Maximum
Aggregate Offering Price(1) |
||||||||||||
Fees
to Be Paid Fees Previously Paid | |||||||||||||||||
Equity | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) | Rule 457(o) | 34,500,000 | $ | 10.00 | $ | 345,000,000 | ||||||||||
Equity | Shares of Class A common stock included as part of the units(3) | Rule 457(g) | 34,500,000 | — | — | ||||||||||||
Equity | Redeemable warrants included as part of the units(3) | Rule 457(g) | 17,250,000 | — | — | ||||||||||||
Total Offering Amounts | $ | 345,000,000 | |||||||||||||||
Total Fees Previously Paid | |||||||||||||||||
Total Fee Offsets | |||||||||||||||||
Net Fee Due | |||||||||||||||||
Carry Forward Securities | |||||||||||||||||
Total Offering Amounts | $ | 345,000,000 | $ | 31,981.50 | |||||||||||||
Total Fees Previously Paid | $ | 31,981.50 | |||||||||||||||
Total Fee Offsets | |||||||||||||||||
Net Fee Due | — | $ | 0.00 |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 4,500,000 units, consisting of 4,500,000 shares of Class A common stock and 2,250,000 warrants to purchase an aggregate of 2,250,000 shares of Class A common stock included in such units, which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) |
Pursuant to Rule 457(g) under the Securities Act, no additional fee. |